EXHIBIT 10.85
SEVERANCE
AGREEMENT AND GENERAL RELEASE
This Severance Agreement and General
Release (the “Agreement”) is between USEC Inc., a
Delaware corporation (“USEC” or the
“Company”) and James F. McDonnell
(“Employee”) (USEC and Employee being sometimes
referred to herein individually as the “Party” and
collectively as the “Parties”).
WHEREAS, Employee has been employed
by USEC in the capacity of Vice President & Chief Information
and Security Officer; and
WHEREAS, Employee’s services
are no longer required by the Company and Employee’s
employment with the Company is terminated as of the date noted
below in Section 1. Nevertheless, to reduce the impact of this
separation of Employee’s employment and in exchange for,
among other things, Employee’s full release of claims against
the Company and the other covenants and agreements contained
herein, the Company hereby offers Employee the severance package
described in this Agreement;
NOW THEREFORE, IT IS HEREBY AGREED by
and between Employee and USEC as follows:
1. EMPLOYEE’S
SEPARATION . Pursuant to this Agreement, Employee shall be
separated from employment with the Company effective
September 23, 2005 (the “Separation Date”).
2. SEVERANCE PAYMENT AND
OTHER BENEFITS .
(a) In full consideration of
Employee’s execution of this Agreement, and Employee’s
agreement to be legally bound by its terms, the Company agrees
(i) to pay to Employee as severance pay the gross sum of
$315,000 (representing one year of Employee’s base
salary as in effect on the Separation Date plus an amount equal to
the average annual bonus received by Employee for the three years
preceding the Separation Date), and the gross sum of $61,411
(representing a prorated portion of Employee’s 2005 target
annual incentive), minus all payroll deductions required by law or
authorized by Employee (the “Severance Payment”);
(ii) to continue Employee as a participant (if enrolled on the
Separation Date) in the Company’s Medical Plan, Dental Plan,
basic Life Insurance Program and Employee Assistance Program for
one year after the Separation Date (provided, however, that if and
when Employee becomes eligible for benefits through reemployment,
Employee shall promptly notify the Company of such eligibility and
the Company’s obligation to provide such coverage pursuant to
this Agreement shall cease immediately), on the same terms as when
Employee was an active employee of the Company, except at no cost
to Employee, and (iii) to provide Employee with up to six
(6) month(s) of outplacement counseling and services through a
provider retained by the Company or a provider selected by Employee
provided the cost shall not exceed $15,000 in the aggregate and in
no event will USEC be obligated to provide cash in lieu of
outplacement services.
(b) The Severance Payment shall
be paid in equal installments over a period of one (1) year,
in accordance with the Company’s regular pay schedule. The
Company shall commence such payments upon either the next regularly
scheduled pay day after the 8 th day following
Employee’s execution of this Agreement or the next regularly
scheduled pay day after the Separation Date, whichever is later. To
the extent required by Treasury guidelines, regulations or any
other applicable law or regulations, all or any portion of the
Severance Payment may, at the discretion of the Company, be paid in
a lump sum payment on an accelerated basis.
(c) Employee acknowledges and
agrees that the Severance Payment and other benefits provided in
Section 2(a) constitute consideration that, but for the mutual
covenants set forth in this Agreement, the Company otherwise would
not be obligated to provide to Employee and that the Company is
under no obligation whatsoever to make any other severance payment
to Employee.
3. GENERAL
RELEASE . Employee, for and in consideration of the
undertakings of the Company set forth herein, and intending to be
legally bound, does hereby permanently and irrevocably sever
Employee’s employment relationship with USEC and also does
hereby remise, release, and forever discharge USEC and its
subsidiaries, affiliates, and their officers, directors,
shareholders, employees and agents, their respective successors and
assigns, heirs, executors, and administrators (herein referred to
collectively as “Releasees”) of and from any and all
actions and causes of actions, suits, debts, claims and demands
whatsoever in law or in equity, which Employee ever had, now has,
or which Employee or Employee’s heirs, executors or
administrators may have, by reason of any matter, cause or thing
whatsoever, from the beginning of Employee’s employment with
USEC up to and including the date of this Agreement, and
particularly, but without limitation, any claims arising from or
relating in any way to Employee’s employment relationship or
the termination of Employee’s employment relationship with
USEC, including, but not limited to, any claims which have been
asserted, could have been asserted or could be asserted now or in
the future, including any claims under any federal, state or local
laws, including, but not limited to, the United States
Constitution, the Maryland Constitution, Title VII of the Civil
Rights Act of 1964, as amended , the Age
Discrimination in Employment Act of 1967, as amended
, the Americans with Disabilities Act of 1990, as
amended , the Fair Labor Standards Act, as
amended , the Family and Medical Leave Act of 1993,
as amended, the National Labor Relations Act,
as amended , the Labor-Management Relations Act,
as amended , the Workers Retraining and Notification
Act of 1988, as amended , the Rehabilitation Act of
1973, as amended , the Employee Retirement Income
Security Act of 1974, as amended , Section 211
of the Energy Reorganization Act of 1974, as amended
, the Maryland Human Rights Act, as amended or any
other federal or state law or regulation.
4. NO
DISPARAGEMENTS . Employee agrees that, subject to the
provisions of Section 9 below, Employee shall not make any
oral or written, public or private statements that are disparaging
of the Company, its parents, subsidiaries or affiliates, or any of
their respective present or former o
